Defense Technology Systems (CE) (USOTC:DFTS)
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SkyLynx Communications (OTCBB:SKYC), a worldwide
provider of secure, high-availability, dedicated wireless data
networks for fixed and mobile applications, announced today that it
has entered into a Definitive Agreement for the acquisition of Digital
Computer Integration Corporation (DCI) in an all-stock transaction.
Under the terms of the agreement, SkyLynx will acquire 51% of DCI from
Defense Technology Systems (OTCBB:DFTS) for 572,776 shares of SkyLynx
Series B Convertible Preferred Stock and assignment of NewMarket
Technology Series G Preferred Stock held by DCI. SkyLynx will acquire
the remaining 49% of DCI from its founders for 248,518 shares of
SkyLynx Series C Preferred Convertible Stock. As part of the
transaction, NewMarket Technology will assign DCI debt that it is owed
to DFTS. The founders will receive an additional 3,500,000 shares of
escrowed SkyLynx Series C Preferred Convertible Stock, should certain
performance criteria be met. The transaction is expected to close by
January 31, 2006.
DCI acts as a system integrator for a diversified base of
commercial and government customers. It currently has four distinctive
business segments. DCI's Contract Electronic Manufacturing segment
procures, assembles, configures, loads software, tests and burns-in
computer systems for a wide range of high level applications. These
applications include communications systems and flight simulators. Its
Rugged Mobile Computing segment has developed a line of specialized
computers, designed specifically for the harsh environments required
for applications such as first responders and the military. DCI's
Tracking Systems segment has developed a GPS based tracking system
that can be used effectively in stealth applications. The Company's
Radio Frequency Identification (RFID) segment can make applications
such as RFID inventory control and asset tracking practical. All DCI
business segments provide the necessary core technology to support
numerous commercial and Homeland Security programs.
Steven D. Smith, SkyLynx COO, stated, "We have been aggressively
pursuing acquisition opportunities that can compliment out our base of
technology while adding new sales and distribution channels. DCI fits
well into our strategy. By packaging their products and solutions with
our 150MHz radio modems in dedicated deployments we can provide
greater value to the customer and enjoy long term residual revenue.
The DCI acquisition will increase our revenue base by approximately $6
million immediately with the potential to grow exponentially. Sharing
common engineering, sales and administrative resources will allow us
to be more efficient and productive. The momentum and market traction
developed by the combined companies can have a positive impact on the
SkyLynx share volume and share price, building shareholder value."
Zenon, "Bud" Maciekowicz, founder and president of DCI, said "This
transaction gives us additional technical and management support as
well as giving us the financial resources to realize DCI's true market
potential. The business combination will allow us to leverage our GPRS
Tracking product sales to deliver location and status information to
the customer through the existing SkyLynx data network, opening up
additional channels for ongoing residual revenue for both SkyLynx and
DCI."
Smith concluded, "We believe that there are opportunities to
acquire other companies that offer additional growth potential with
the application of our technology - not only in obvious commercial
markets and homeland security but also in less obvious markets such as
pet and child care. The benefit to us is through unlimited market
potential, substantial profit and cash flow, but will also make us
less vulnerable to industry cycles."
About SkyLynx (www.skylynx.com)
SkyLynx Communications, Inc., based in Sarasota, FL, provides
wireless, data-only network services for mobile and static
applications, including vehicle tracking, security, remote equipment
systems operations and weather monitoring. The company's network,
SkyLynx FlexNet, is being deployed on a national basis and has been
applauded for providing cost-effective, broad geographic coverage that
is significantly less expensive than satellite tracking. SkyLynx
FlexNet is unaffected by trees, buildings or topographical variations,
and its 80-mile range is far greater than that of cellular and 3G
systems, making it an outstanding Automatic Vehicle Location and fleet
management system.
Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform
Act of 1995. In particular, the Company's statements regarding trends
in the marketplace and potential future results are examples of such
forward-looking statements. The forward-looking statements include
risks and uncertainties, including, but not limited to, the timing of
projects due to the variability in size, scope and duration of
projects, estimates made by management with respect to the Company's
critical accounting policies, regulatory delays, clinical study
results which lead to reductions or cancellations of projects, and
other factors, including general economic conditions and regulatory
developments, not within the Company's control. The factors discussed
herein and expressed from time to time in the Company's filings with
the Securities and Exchange Commission could cause actual results and
developments to be materially different from those expressed in or
implied by such statements. The forward-looking statements are made
only as of the date of this press release and the Company undertakes
no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.